EXHIBIT 10.2

                        THE FIRST NATIONAL BANK

                              OF BERWICK

                MANAGEMENT INCENTIVE COMPENSATION PLAN



                               CONTENTS


       I.  PURPOSE                                          1
      II.  GENERAL DESCRIPTION                              2
     III.  PLAN ADMINISTRATION                              3
      IV.  PLAN PARTICIPANTS                                5
       V.  OPERATING RULES                                  6
      VI.  SUMMARY OF SUPPLEMENTARY PLAN DOCUMENTS          9

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                              I.  PURPOSE
     The purpose of the Management Incentive Compensation Plan is to
provide incentives and awards to top management employees who, through
high levels of performance, contribute to the success and
profitability of The First National Bank of Berwick.  The Plan is
designed to support organizational objectives and financial goals, as
defined by the Bank's Strategic and Financial Plans, by making
available additional, variable, and contingent incentive compensation.

                       II.  GENERAL DESCRIPTION
     The Management Incentive Compensation Plan is based upon the
achievement of a required budget net income figure before any
incentive award "pool" is formed.  The Plan specifies annual goals
that are consistent with those contained in the Strategic Business
Plan and the annual Profit Plan.
     The calculation of share of profits to be distributed to the Plan
participants, and the incentive formulas, are constructed to provide
awards that are consistent with achieved profitability levels.  The
incentive formulas insure a level of incentive award that will enable
The First National Bank to attract, retain, and motivate high-quality
management personnel and support continued growth and profitability.
     The Management Incentive Compensation Plan is established to
augment regular salary and benefits programs already in existence.
The Plan is not meant to be a substitute for salary increases, but as
a supplement to salary, and, as stated earlier, as an incentive for
performance that contributes to outstanding levels of achievement.

                       III.  PLAN ADMINISTRATION
     Throughout this Plan document, reference to the actions and
authority of the Human Resource Committee of the Board of Directors
also presumes that the Committee will recommend, and the Board of
Directors will approve or disapprove, final disposition of all matters
pertaining to the administration of the Plan.  The Committee, with
Board approval, has the responsibility to interpret, administer,
amend, or recommend suspension or termination of the Plan as
necessary.  The recommendations of the Committee, as approved by

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the Board, affecting the construction, interpretation, and
administration of the Plan shall be final and binding on all parties,
including the Bank and its employees.
     Matters before the Committee shall be decided upon a majority
vote of the Committee and recommended to the Board for final action.
Plan participants who are members of the Committee shall not be
entitled to vote on matters relating to the eligibility for and/or
determination of their own incentive compensation awards.
     During the first quarter of each Plan Year, the Committee may
review and revise the operating rules.  Performance measures and
awards based upon those measures, may be changed in order to emphasize
specific goals and objectives of the Plan.  However, it is expected
that the Plan will require modification only when significant changes
in organization, goals, personnel, or performance occur.  The Chief
Executive Officer shall inform the Committee of any proposed changes
to the operating rules.
     Computation of incentive awards will be made by the Chief
Executive Officer in consultation with the Chairman of the Board.
Maintenance of participant payments and other related records shall be
the responsibility of the Bank's Human Resource Manager.  Such
computations and records may be audited annually by the independent
auditors of the Bank prior to submission to the Committee and the
Board for review and approval.
     Finally, the Committee, in the exercise of its discretion with
respect to the determination of the amount of the incentive plan pool
for any given Plan Year, may take into account the presence or absence
of nonrecurring or extraordinary items of income, gain, expense, or
loss, and any and all factors that, in its sole discretion, may deem
relevant.
     Extraordinary occurrences may be excluded when calculating
performance results to insure that the best interests of the Bank are
protected and are not brought into conflict with the best interest of
plan participants.

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                        IV.  PLAN PARTICIPANTS
     Participation in the Management Incentive Plan at The First
National Bank of Berwick is limited to the executive management team.
This management team includes the following functional job titles:
  A.  Chief Executive Officer
  B.  Finance/Control Division Manager
  C.  Sales/Marketing Division Manager
  D.  Trust Services Division Manager
     Plan participation by these four (4) individuals recognizes the
importance of this group to the Bank and the potential these officers
have to influence the achievement of financial and strategic
objectives.
     The only additional eligibility requirement is that the manager
named to one of the four (4) positions noted above must have served in
the position the full twelve (12) months of the plan year in order to
be eligible.

                          V.  OPERATING RULES
I.    The Plan shall be effective as of April 1, 1988.
      A.  The Board of Directors of The First National Bank of
          Berwick may amend, suspend, or terminate the Plan at any
          time.
      B.  The Plan shall be administered by the Human Resource
          Committee with assistance from Executive Management.
      C.  The Human Resource Committee shall adopt such rules and
          regulations and shall make determinations and
          interpretations of the Plan thereunder as it shall deem
          appropriate.  All such rules, regulations, and
          determinations, as approved by the Board of Directors,
          shall be conclusive and binding upon all parties.
      D.  Eligibility for participation in the Plan is based upon the
          eligibility requirements as stated herein.
      E.  Supplementary Plan Documents relating to participants, the
          targeted incentive plan pool, and other pertinent matters
          will be prepared by the Committee, and approved by the
          Board of Directors,

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          during the first quarter of each Plan Year.
      F.  The incentive plan pool may be funded, within the
          discretion of the Board of Directors, with the following to
          be used as a general guideline:
                Fund as a                      % of Budget
               % of Budget                     Beyond Goal

            Greater than 90% of budget             5%
               up to 95% of budget

            Greater than 95% of budget             10%
               up to 100% of budget

            In excess of budget                    15%

      G.  Allocation of the plan pool will be made in accordance with
          the guidelines shown in Section VI of this Plan document.
          As noted in these guidelines, individual performance
          standards must be met before an eligible participant will
          receive all or part of his/her eligible portion of the
          pool.
      H.  Within thirty (30) days following the end of the Plan Year,
          or as soon as financial and operating results are known,
          eligible participants will receive their appropriate
          incentive plan payment.  Unless otherwise determined and
          approved by the Board of Directors, this payment will be
          made in cash.
      I.  Basic Incentive Plan guidelines for any Plan Year shall be
          reviewed with the participants at the beginning of each
          Plan Year.
      J.  Partial payments under the Plan shall be administered as
          follows:
          1.   Retirement:  In the event of termination of employment
               through retirement, the employee may, at the discretion
               of the Committee, be considered to have earned one-twelfth
                       (1/12) of the annual incentive compensation
               award of a particular year for each month of employment
               in the Plan Year of his/her retirement.
          2.   Death:  If a participant dies, the amount of the award
               may be prorated for each month of employment during the
               Plan Year at the discretion of the Committee, and paid
               to the estate or designated beneficiary.
          3.   Termination for Reasons Other Than Death or Retirement:
               In the event of termination of employment for reasons
               other than death or retirement, the participant, at the
               discretion of

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               the Committee, will forfeit all unpaid incentive
               awards.
      K.  No right or interest of any participant in the plan shall
          be assignable or transferable, or subject to any lien,
          directly, by operation of law, or otherwise, including
          levy, garnishment, attachment, pledge, or bankruptcy,
          except to a beneficiary upon the death of a participant as
          herein provided.
      L.  An award under the Plan shall not confer any right on the
          participant to continue in the employ of the bank, or limit
          in any way the right of the bank to terminate the
          participant's employment at any time.  The receipt of an
          award for any one year shall not guarantee an employee the
          right to receive an award for any subsequent year.
      M.  The Bank shall have the right to deduct from all payments
          under this Plan any federal or state taxes required by law
          to be withheld with respect to such payments.
      N.  The Committee, with concurrence of the Board of Directors,
          may terminate, amend, or modify this Plan at any time.

             VI.  SUMMARY OF SUPPLEMENTARY PLAN DOCUMENTS
      A.  Allocation of Incentive Plan Pool
                                                      Maximum %
                  Job Title                            of Pool
          1.  Chief Executive Officer                    40%
          2.  Finance/Control Division Manager           30%
          3.   Trust Services Division Manager           15%
          4.   Sales/Marketing Division Manager          15%